Dr. Kafka and Edward/Vermin are cowering into the corner of a basement, surrounded by dozens of strange creatures. Edward is frightened and begs Dr. Kafka not to let them near him. Dr. Kafka tries to calm him down but Edward – believing that Baron Zemo has sent them after him – attacks them. Unfazed, the creature start piling on top of him, mobilizing him to the ground. Terrified, Edward transforms into Vermin.
Meanwhile at Ravencroft, Spider-Man is looking through Dr. Kafka's office to try and find clues about where she has disappeared to. In walks Detective Cairn who almost seems to be glad that Edward and Dr. Kafka were kidnapped just to prove that she was right about Edward being an animal all along and Dr. Kafka nothing but trouble. Spidey confronts her about it, telling her off; then he takes off into the night.
Helmut Zemo, son of the original Baron Heinrich Zemo is sitting in front of a roaring fire, reminiscing about how girls used to tell him, when he was a young man, how beautiful and delicate his hands were. He remembers how his mother thought he was the loveliest child that ever lived but somehow cannot remember what his father thought, because he was always hiding behind his mask; which Helmut now holds in his hands. He throws the mask into the fireplace and says goodbye to his father.
Spidey web-slings across the City, in search of Dr. Kafka and Edward/Vermin. After hours of scouring the City, he makes a quick stop at his apartment where he sits down and rested for a few minutes.
The creatures release Vermin and ask him to listen to their story before jumping to conclusions. One of the creatures explain that they too were once human and that Zemo transformed them into mutates, just like him. The creature goes on explaining that they turned against Zemo years ago, then Captain America took the rest of them back to the United States, where he turned them over to the scientists at S.H.I.E.L.D.. According to the creature, Captain America swore to cure them, to make them human again, but the experiments failed and many of them died. The rest of them escaped, fearing that they would die as well, and now lived like starving, frightened dogs. The creature continues explaining that things will now change for them, as they are gathering together, to claim their place in the world, to forge their own destiny. But to do so, they need a leader, someone strong and unyielding: Vermin. Without wasting any time thinking about it, Vermin accepts their offer. Dr. Kafka tries to convince him otherwise – she wants him to rid himself of his alter ego – but he grabs her by the throat and threatens to kill her. He then turns his attention to the creatures and calls for them to follow him.
Helmut Zemo watches the fire, as it consumes the mask of his late father. He then puts his own mask on and as he does so, he begins to laugh, telling his father that old habits die hard and that, though he's burn his (father's) mask, he still clings to his own. Taking his mask off, he throws it in the fire.
Spidey is scouring the City when he comes across a bunch of police cars all heading in the same direction, their sirens blaring. He follows them to the source of the commotion: a grocery store being vandalized by Vermin and the creatures. Wasting no time, Spidey attacks the creature, then engages Vermin into battle. As he pummels Vermin with all his strength, he asks him to tell him where Dr. Kafka is hidden. Reverting back to his human alter ego, Edward replies that she is all right but that he – Spider-Man – has to help her. Spidey asks if the creatures will listen to him as he is now human and Edward replies that they won't. As he says that, the creatures swarm around the two of them and take them prisoners.
A short time later, Spidey regains consciousness inside the basement where Dr. Kafka was held prisoner. The creatures are pissed off and want revenge for all the harm men in masks have done to them. As they prepare to kill them, Edward intervenes and tells the creature that Dr. Kafka and Spider-Man have both help him so much through some very rough times and that he wouldn't be where he is today, if it weren't for them. The creatures, their minds and hearts somehow connected to Edward's, stand down and tell Edward that they believe him. As one of the creatures shakes Edward's hands, Spidey's spider-sense suddenly kicks in. A shot is heard and the creature that was shaking Edward's hands is blasted with some kind of large killing beam. Standing in the staircase leading down to the basement, Helmut Zemo, holding a large gun, tells them that he's come to reclaim his property. Both Dr. Kafka and Edward are terrified, but not Spidey. Ticked off at Zemo for having killed the creature, he leaps at him, grabs his gun and grabs him in a chokehold. Unfazed, Zemo tells Spidey that he doubts if he can do him any damage at all, because his loyal pets would not allow it. As he calls for Vermin, Spidey's spider-sense kicks in and as he turns around, he sees that Edward has transformed into Vermin and that he is holding Dr. Kafka, while the other creatures watch on. Zemo orders Vermin to eat the woman alive if Spidey doesn't release him in precisely five seconds.
To be continued.
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